A 'Fine' Engagement
by Kristen3
Summary: An alternate ending to episode 5.15. What if Max hadn't been mugged on his way home that night? Complete, R&R!
1. Default Chapter

**Author's Note:**I don't own these characters, I'm just borrowing. Thanks once again to Allison for ordering me to do this! ;)

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Max walked out of the theater. It had been a long night, and he was amazed he'd survived it. Even more than that, he couldn't believe he had managed to actually get anything done. All he had been able to think about was Fran.

After 5 years of playing cat and mouse, Maxwell was finally going to propose to Fran. Commitment had always been his greatest fear, but somehow he was completely calm. It just felt so right. He couldn't imagine doing this any differently. He planned to ask her in front of her entire family. They were all people Fran cared about, and Max had come to care for them as well.

Max felt the ring in his pocket. He knew it would take her breath away. Max wondered if he had done the right thing in telling Niles. He wasn't exactly known for his ability to keep a secret. If Niles told, the news probably all over Flushing by now! Max took comfort in knowing that even Niles must know better than to blow a secret like this.

Meanwhile, the Fines, Val, C.C. and the kids were waiting for Max to come home so they could go to dinner at the Rainbow Room. C.C. leaned down next to where Fran was sitting. "What makes you think Maxwell's really going to propose to you tonight, Nanny Fine? God knows he's been known to change his mind in the past!"

"Max is going to pop the question tonight! He wouldn't disappoint me again," Fran said defensively. She turned to Niles. "You did say you saw a ring, RIGHT?"

Niles nodded. "Seven carats. Dont worry, Miss Fine. I'm sure Mr. Sheffield won't back out this time." He paused. "If he does, I'll kill him."

"You'll have to stand in line!" Sylvia exclaimed. "Meanwhile, where is my future son-in-law, anyway? I'm starved!"

"Oh, Sylvia, I made you a sandwich when you got here. You couldn't possibly be that hungry," Niles said.

"How long have you known me?" Sylvia asked.

Just then, Maxwell came through the front door. Everyone let out a sigh of relief, but Max barely heard them as he walked over to Fran. "There you are, Darling!" he exclaimed as he kissed her. "I'm sorry I'm late, but it took forever to find the right actor to play the lead."

"Oh, that's OK," Fran said. "I didn't mind waiting. God knows I've had five years of practice!"

Maxwell chuckled. "Well, shall we get going?" he asked the group. Then, to Fran, he added, "I have a feeling this is going to be a night you won't forget!"

Fran smiled, trying not to look too excited. After all, this proposal was supposed to be a surprise. She didn't want to spoil Maxwell's plans.

"Why don't you all start getting in the limo?" Max suggested. As the family started to leave, he said, "Niles, old man, can I see you for a moment?" Everyone stopped in their tracks. Was Max having second thoughts? He realized the others were still there. "Just wait for us in the limo. We'll only be a minute."

When the family was finally gone, Niles asked, "What is it, sir?"

"You didn't...tell Fran, did you?"

Niles looked offended. "Of course not, sir! I never said a word to Miss Fine!"

Maxwell looked uncertainly at his butler and friend. After a moment's hesitation, Max decided to give Niles the benefit of the doubt. "OK, then. Let's go."

"So you really are going to go through with it then?" Niles asked.

"Of course I am, old man!" Max said, grinning

"Good, because...uh, I was starting to worry. Congratulations, sir!"

"Thank you, Niles," Maxwell said as they shook hands. With that, they went out to join the others.

The family arrived at the Rainbow Room. Dinner went along without incident. The Fines and the Sheffields got along remarkably well. Maxwell was pleased with himself. He couldn't have picked a better night to propose. Everyone seemed to be in a good mood, except for C.C. She sat by herself and refused to talk to anyone. She kept mumbling about "that damn Nanny Fine." Fortunately, though, nobody allowed C.C.'s sulking to affect their mood. As Max looked around, all he could see were smiles.

Niles leaned over to his boss. "Sir, this dinner seems to be a success."

"I know, old man. Everyone is having a great time. I only wish C.C. were enjoying herself more," Max replied.

"Oh, don't worry about Miss Babcock, sir. She's just upset because the bartender cut her off," Niles said with a grin. He was anxious to get Max's mind off the real reason for C.C.'s behavior. "Having any second thoughts?" he asked.

"Not at all! In fact, tonight has only made me more certain," Max said.

"When are you going to do it?" Niles asked.

"Right now," Max said, standing up. He addressed the group. "I'd like your attention." The conversation stopped immediately. "First, I want to thank you all for coming. But I didn't just invite you here for dinner. I wanted you to hear what I'm about to say." Maxwell paused. The air buzzed with excitement. Even C.C. seemed a little less depressed.

"Six years ago, I buried the mother of my children. I was devasted because I thought I had lost the one love of my life. But that was before Fran blew into our lives. Suddenly, we all remembered what it was like to smile again. My children learned to love her as a mother, and I learned that life sometimes gives you second chances. Without my even realizing it, I began to fall in love. I know that I've made some mistakes in the last five years because I was afraid of commitment. But that's all in the past. I now know who I want to be with for the rest of my life. Fran, will you marry me?" Max took the ring out and slipped it on her finger.

Without hesitating, Fran jumped into Max's arms. "Yes!" she exclaimed. Everyone cheered.

Sylvia stood up, holding a knife in her hand. "You'd better not take that back, Maxwell Sheffield!"

Max laughed. "Don't worry, Sylvia. I love Fran, and I have no intentions of backing out," he said with a smile. "I value my life too much!"

All of the Fines, Val, and the children descended on Fran. Hugs and congratulations were exchanged. "Frannie, I'm so glad you're finally getting married! Your three kids need a father!" Yetta said to her granddaughter.

"Ma, for the millionth time, these kids are not Fran's!" Sylvia exclaimed in frustration.

Suddenly the jovial mood in the room was disrupted. C.C. abruptly got up from where she'd been sitting and ran hysterically toward the ladies' room.


	2. Chapter 2

Everyone looked at each other, not sure what to do. Fran turned to Maxwell. "I'll go talk to her," she volunteered.

"OK, darling," Max said, kissing her quickly.

Seeing Fran head for the bathroom, Grace decided to follow. She knew she would be able to help Fran, having spent more time in therapy than the average adult. Meanwhile, Niles ran to a phone to call Dr. Bort.

Fran walked into the bathroom, not knowing what to expect. Obviously, Miss Babcock was upset by the engagement. That much Fran knew. What she was less certain about was what she might do now. C.C. was breathing heavily and seemed to be a bit disoriented.

"He can't marry you, Nanny Fine!" C.C. exclaimed when she saw Fran.

"Um, Miss Babcock, I don't know how to tell you this, but Maxwell loves me, and I love him," Fran said. She was glad to have Grace here for backup. She had a feeling she would need it.

"Oh, come on, Nanny Fine! It's not _really_ love. That's just his 'little producer' talking again," C.C. said. "Why do you think he lets you get away with murder all the time? It's because of those damn short skirts you're always wearing. You're just cheap window dressing to Maxwell!"

"She is not," Grace said indignantly. "Daddy loves Fran. He even flew all the way to Koorestan to tell her so."

"But this isn't how it's supposed to be," C.C. said. "I've been working with Maxwell for 25 years. If he's going to end up with anyone, it should be me! I have class, I have breeding."

Grace walked over to C.C. She knew that if she was going to try to calm her down, she would have to show her some sympathy. "Now, Miss Babcock, you're just going to have to accept that Daddy has moved on," she said.

Fran spoke up. "Yeah. Gracie's right. I'm sure you'll meet someone soon."

"I work on Broadway, for God's sake! The only straight man I know is the Quicker-Picker-Upper out there!" C.C. exclaimed, gesturing toward the door.

"Well, Niles isn't so bad once you get to know him," Fran said.

"Nanny Fine, do you know what he did to me once? He snuck up behind me. I thought he was Maxwell, and he told me to cluck like a chicken!"

Barely supressing a laugh, Fran asked, "Did you do it?"

"Yes, OK? I did it. I, C.C. Babcock, clucked like a damn chicken!" C.C. exclaimed. "Happy now?"

Fran whispered in Grace's ear, "She's completely delusional!" Grace nodded her agreement, but also looked a little frightened.

"You _do_ believe me, don't you, Nanny Fine?"

"Yes, of course we do, Miss Babcock," Fran said soothingly. At the same time, she and Grace started to lead C.C. back out of the bathroom.

Unaware of what they were doing, C.C. continued. "Everybody thinks Niles is such a saint, but he does nothing but torture me! He gets some perverse pleasure out of messing with my head!"

"Yes, we know, Miss Babcock," Grace replied. They somehow managed to manuver C.C. back out of the bathroom.

Dr. Bort was already there. She quickly took over. "Come on, C.C. I think it's time to take you home." C.C. continued to mumble about Niles as Dr. Bort led her out of the restaurant.

"Miss Fine, what happened in there?" Niles asked. No one had ever seen C.C. so disturbed before.

"She just kept going on about you making her cluck like a chicken. Where would she get such a _meshugeneh_ idea?" Fran asked.

"Oh, you know Miss Babcock," Niles said with a shrug. "Who knows where she gets anything?" He looked at Fran, hoping she would believe him.

"Oh, don't worry, Niles. It's so ridiculous, who would ever believe you'd do a thing like that?" Fran asked with a laugh.

Max walked over to his new fiancee and kissed her. "I'm sorry, Darling. You know I really wanted tonight to be special." 

"It's not your fault," Fran replied. "Besides, I've been waiting five years for this night. I don't care where or when you propose, as long as I've got this," Fran said, playfully wiggiling her ring finger to show off the diamond that now sat on it. 

Max laughed. He loved seeing Fran so happy. It was such a relief not to be so afraid anymore. For the past five years, he had felt like he was caught between two things: His attraction to Fran, and his love for Sara. It felt good to know that he could love Fran without feeling like he was betraying his late wife. 

Maxwell was apparently lost in thought. Sylvia walked over to her soon-to-be son-in-law, intending to welcome him into the family. "Well, Mr. Sheffield, it looks like we're going to be _meshpucha_ now," she said, holding her arms out to hug him. He hugged her, but his mind was clearly elsewhere. Noticing this, she said, "You're not thinking of backing out now, are you? 'Cause I've got a knife, and I'm not afraid to use it!" 

Max laughed. "First of all, none of that 'Mr. Sheffield' business. Call me Maxwell," he said as he hugged her again. "And I'm not backing out. But, listen, if we're going to be family, I guess that means we'll be seeing even more of you!" he said with a smile.

"Great," Niles said sarcastically. "Now I'll have to go grocery shopping first thing tomorrow to stock up." 


End file.
